Exhibit 10.2
EMPLOYMENT AGREEMENT
This agreement, entered into this 18th day of May, 1998, between PSW
Technologies, Inc. and Xxxxx X. Xxxxxx (herein after referred to as
"EMPLOYEE").
1. PSW Technologies, Inc. hereby employs EMPLOYEE in the position of
Senior Vice President of Sales & Marketing.
2. EMPLOYEE shall receive a salary of $150,000.00 per annum, paid in
twenty-four (24) equal semi-monthly installments of $6,250.00. EMPLOYEE
shall receive the benefits set forth in the "Benefits Package" as amended
from time to time.
3. EMPLOYEE will devote his or her full business time and best efforts
to PSW Technologies, Inc. will provide technical services on such projects
or to such clients as PSW Technologies, Inc. designates, and will perform
such administrative duties related to his or her other duties as PSW
Technologies, Inc. may reasonably assign.
4. EMPLOYEE agrees not to disclose to third parties, or to use for his
or her own benefit, information, materials or other property (including
without limitation, source code, object code, design documents, test
suites, protocols, other computer related information, the customer list,
billing rates, methods of doing business or other materials marked
confidential) belonging to PSW Technologies, Inc. or its clients. All
information gained as a result of this Agreement is confidential and such
information shall not be disclosed to third parties. EMPLOYEE further
agrees that upon termination he or she will return to PSW Technologies,
Inc. all such information and material in his or her possession. This
paragraph shall survive the expiration or termination of this Agreement.
5. EMPLOYEE shall not during the term of this Agreement, and for a
period of one year thereafter, directly or indirectly:
a. Solicit or induce any employee or consultant of PSW Technologies to
terminate his or her employment.
b. Solicit or induce any customer of PSW Technologies to terminate its
business relationship with PSW Technologies, Inc. including firms that have
been customers of PSW Technologies, Inc. within the twelve (12) months
preceding EMPLOYEE'S termination.
c. Accept any opportunity (whether of a contract or full-time
employment) with a PSW Technologies, Inc. client if Employee learned about
the opportunity in the course of Employee's employment by PSW Technologies,
Inc.
6. EMPLOYEE agrees to disclose to PSW Technologies, Inc. in writing
any and all documentation, inventions, improvements or discoveries which
arise out of his or her employment with PSW Technologies, Inc.
7. All copyrightable work is "work for hire" and EMPLOYEE hereby
assigns to PSW Technologies, Inc. all rights and interest in any
copyrightable work, invention or idea made or conceived while in the
performance of any job related duties during the term of this Agreement.
EMPLOYEE will execute any documents, and at PSW Technologies' expense
provide any cooperation reasonably necessary to create or record any such
transfer of ownership.
8. EMPLOYEE represents that EMPLOYEE has the right to enter into this
Agreement without infringing any prior agreement to which EMPLOYEE is a
party; that all deliverable work provided hereunder will be original and
will not infringe any copyright, patent or other intellectual property
right; that the EMPLOYEE is an American citizen or legal permanent resident
of the United States and, at the same time this Agreement is signed, will
sign an I-9 form and will provide to PSW Technologies, Inc. the
documentation required. EMPLOYEE will obey all PSW Technologies' rules and
regulations as they may be issued from time to time.
9. It is understood that either party may terminate this Agreement
without cause by giving two weeks prior written notice to the other. In its
sole discretion, PSW Technologies, Inc. may terminate employee, without
cause, effective immediately, upon payment of two weeks salary to employee.
PSW Technologies, Inc. may terminate immediately upon written notice to
EMPLOYEE for cause (including without limitation PSW Technologies' client
requesting termination of EMPLOYEE's services).
10. This Agreement will be governed by Texas law.
11. This Agreement may not be assigned by either party without the
prior written consent of the other.
12. This Agreement, and any written amendments thereto, contain all
terms and conditions agreed upon by the parties hereto, and no other
agreements, oral or otherwise, shall be deemed to exist or to bind any of
the parties hereto. All previous communications, representations,
warranties, promises, conditions or agreements of any kind shall not be
binding upon the parties unless incorporated into this Agreement. This
Agreement may not be amended or modified, except by a writing signed by
both parties.
____________________
READ AND ACCEPTED BY EMPLOYEE:
\s\ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Address of Employee is as follows:
0000 Xxxxxxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
PSW TECHNOLOGIES, INC.
\s\ W.Xxxxx Xxxx
W. Xxxxx Xxxx
President & CEO
